Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of ENGlobal Corporation Incentive Bonus Plan

On August 10, 2009, the Compensation Committee (the "Committee") of the Board of Directors of ENGlobal Corporation (the "Company") adopted the ENGlobal Corporation Incentive Bonus Plan, effective as of July 1, 2009 (the "Plan"). The Plan is designed to promote and advance the interests of the Company and its stockholders by enabling the Company and its affiliates to attract, retain and reward certain valued employees.

Under the Plan, the Committee has the exclusive authority to administer the Plan, interpret the Plan, and adopt, amend and rescind rules and regulations relating to the Plan. Additionally, the Committee will determine the financial and other metrics applicable to the bonuses payable to the Company's Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, if any. The Company's Chief Executive Officer, or his designee, will determine the financial and other metrics applicable to the bonuses payable to each other participant in the Plan.

The initial metrics, or criteria against which performance will be measured, to determine the bonus standards are: (i) consolidated earnings per share of the Company; (ii) profit of the applicable operating segment of the Company; (iii) total recordable safety related incidents; and (iv) average number of days within which amounts due for work performed are collected. Each metric is given a different weight in the bonus calculation. The maximum aggregate annual bonuses payable under the Plan are limited to 15% of consolidated pre-tax net income of the Company, after consideration of the bonus expense. However, the Committee may, in its sole discretion, establish a different maximum amount of aggregate bonuses to be awarded under the Plan.

Bonuses are calculated for the six-month periods ended December 31 and June 30, and bonus payments are made in two equal installments, approximately three months and six months after the end of each bonus period.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the plan, which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit Number Description -------------- ----------- 10.1 ENGlobal Corporation Incentive Bonus Plan dated effective July 1, 2009.